While the general partnership form of business association is long past its prime, we still see the occasional partnership dispute make its way to court. This week’s New York Business Divorce looks at recent appellate decisions from Pennsylvania and New Jersey resolving novel issues in two such disputes.
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Dissociation
LLC Survives Member’s Death. Dissolution Petition Doesn’t.
By Peter A. Mahler on
Last week, the Appellate Division affirmed an order dismissing an unusual LLC dissolution petition based on the death of one of its members — 11 years earlier. Get the full story in this week’s New York Business Divorce.
Continue Reading LLC Survives Member’s Death. Dissolution Petition Doesn’t.
LLC Member Expulsion: What Hath Shapiro Wrought?
By Peter A. Mahler on
The Appellate Division in Shapiro v Ettenson interpreted New York’s LLC Law as permitting the adoption of post-formation LLC operating agreements by majority vote, i.e, without the consent of the minority. This week’s New York Business Divorce focuses on Shapiro’s impact on member expulsion. …
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Tom Rutledge Takes on LLC Member Expulsion
By Peter A. Mahler on
This week’s New York Business Divorce serves up a provocative article by, and an informative podcast interview with, Kentucky lawyer Tom Rutledge, a leading expert on closely held business entities, on the hot-button topic of LLC member expulsion.
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New Jersey Supreme Court Raises the Bar for Judicial Expulsion of LLC Members
By Peter A. Mahler on
The New Jersey Supreme Court last week issued an important decision tightening the criteria for judicial expulsion of an LLC member. Get the story in this week’s New York Business Divorce. …
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Choose Carefully: Dissolution vs. Dissociation Under RULLCA
By Peter A. Mahler on
The Revised Uniform LLC Act or “RULLCA” has been adopted by a growing number of states. This week’s New York Business Divorce highlights RULLCA’s overlapping dissolution and dissociation provisions as recently construed by one appellate court.
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Dissociated LLC Member Faces “Equitable” Forced Buy-Out
By Peter A. Mahler on
Equity jurisprudence cozies up to LLCs in the appellate ruling highlighted in this week’s New York Business Divorce involving the forced sale of a dissociated member’s interest. …
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Involuntary Member Dissociation Under RULLCA
By Peter A. Mahler on
In states that have enacted the Revised Uniform LLC Act, courts can expel or “dissociate” a member on specified grounds including the member’s conduct that makes it no longer reasonably practicable to carry on the LLC’s activities with that person as a member. In this week’s New York Business Divorce, read about a recent New Jersey appellate decision applying that state’s version of the dissociation statute. …
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“But I Did Nothing Wrong!” No Defense to Involuntary Dissociation of LLC Member
By Peter A. Mahler on
A recent New Jersey appellate ruling upheld the expulsion of an LLC member whose conduct, even if not wrongful, almost caused the collapse of the business involving an overseas medical school. Read more in this week’s New York Business Divorce.
Continue Reading “But I Did Nothing Wrong!” No Defense to Involuntary Dissociation of LLC Member